Tranter Manufacturing Co. v. Blaney

61 Pa. Super. 379 | Pa. Super. Ct. | 1915

Opinion by

Trexler, J.,

The plaintiff brought this action against the defendant to recover the price of certain machinery which they sold him under' contract dated September 17, 1912. The contract is in the nature of a written proposition signed by the agent of the plaintiff and accepted by the purchaser and contains the following clause, “The within proposition, if accepted within......days from the date of its submission and approval and approved by an executive officer of the company is the agreement between the parties hereto, and it is agreed and understood that all previous communications between said parties, either verbal or written, contrary to provisions thereof, are hereby abrogated and withdrawn. No modification of this agreement shall be binding upon the parties hereto, or either of them, except such modification shall be in writing, duly accepted by the purchaser and approved by an executive officer of the company.”

At the trial the defendant offered to prove that the agent of the plaintiff verbally guaranteed that the engine would perform the work which the defendant wanted it to do; that it would chop a certain number of bushels of feed per hour and run on a certain number of gallons of gasoline and that the defendant was induced and led to execute the written agreement above referred to by the promise and stipulation of the agent as to what the engine was able to perform. The learned trial judge held that under Gandy v. Weckerly, 220 Pa. 285; Alexander v. Righter, 240 Pa. 22, and Croyle v. Cambria L. & I. Co., 233 Pa. 310, a contemporaneous agreement made at the time the written agreement was executed and which the defendant claims was the inducing cause of his entering into the contract, might be shown in defense. That the cases above referred to sustain the general proposition cannot be denied. They do not however in our opinion control this case. Notwithstanding these cases, parties to a contract can make an agreement which embodies all the details of the subjects of which they treat. Such parties may still safeguard themselves from any future trouble by providing against the contingency of disputes arising by reason of alleged verbal engagements and by putting the entire contract in writing and by stipulating that the writing shall embrace all the contract. This is just what was done in this matter. The defendant, who could read, signed a contract in which as above set forth, there was an express provision that the contract embodied the entire agreement between the parties and that any verbal modifications were abrogated. The defendant is presumed to have known what he was doing. No fraud, accident or mistake is alleged in the matter. In addition to this, the .contract was not made directly with the party, plaintiff. Both participants to the transaction knew that the contract Avas not to be final until accepted by the company. After the defendant received' his contract from the company he gave no intimation to the company that there had been verbal promises extended to him in procuring the contract and that there was a guarantee superimposed contrary to the clause therein whereby the company, had so carefully provided against the existence of any such modification. As the company was acting through an agent, the insertion of such a clause in the contract is manifest. It desired to protect both the principals from the unauthorized acts of the plaintiff’s agent. To the furtherance of this object, it employed almost the same language as we find in the case of Ridgeway Dynamo, Etc., Co. v. Penna. Cement Co., 221 Pa. 160, in which Justice Potter remarks, “Under this stipulation, inserted evidently for the very purpose of preventing the introduction of any such claim as that presented by the defendant, there was no room for the admission of evidence as to any other terms than those expressed in the written contract. The trial judge was clearly right in refusing to admit proof of the alleged parol contemporaneous agreement.”

We think the court erred in leaving the evidence of a contemporaneous parol agreement, which induced the execution of the contract on the part of the defendant, go to the jury.

The written contract providés that the plaintiff should start the engine. It would seem from reading the testimony that the question of whether the company had actually started the engine was in dispute. Of course, this is a question of fact which the jury must determine on a retrial. .

The assignments of error are sustained and the judgment is reversed with a venire facias de novo. Appellee for costs.